Archive of Our Own

Chapter Text

My first year in college had gone about as great as it could have. A huge scholarship covered my tuition, my grades were looking great, I had made a ton of new friends, and I was meeting and hooking up with girls all the time. Well that is except I had hardly gotten past acquaintance status with any of my classmates, I had not even so much as talked to a half dozen girls, much less hooked up with any, and to top it all off the organization that gave out the scholarship that covered my tuition suddenly and without much notice canceled its whole program right at the end of the summer before my second year. The only silver lining was that my housing was taken care of since an old family friend who usually rented out a spare home near campus to students had agreed to let me stay there during my time at school provided that I keep up the place. And that my grades were actually very good, though by the time I knew that I would be saddled with the cost of tuition it was far too late to use my academic accomplishments to seek out and apply for any other scholarships.

Thus I was left desperately looking for any way to raise the money I needed in order to keep attending my classes and continue my chemical engineering degree with precious little time. I tried all the usual routes, finding every business within a short distance of campus and putting in an application, but I soon found out that nearly everyone had already hired the seasonal staff and weren’t looking for any extra help at the moment. Trying coffee shop after coffee shop and even considering a few fast food places I was amazed at how I was getting exactly zero interest from anyone.

I was left attempting to see if there were any jobs left on campus, though I knew those didn’t pay quite so well. I was certainly desperate enough to take just about anything at that point. All the normal positions were of course with my luck so far taken already at that point, and with the first week of classes arriving quickly I swallowed whatever pride I had left inside me and chose what I thought was just about the last choice available to try, being an assistant to one of the fine arts faculty. The job description was fairly brief, just including the need to be able to lift boxes of supplies and take direction well as there wouldn’t be a set routine, just responding to the needs of the day. I was certainly decently strong, and now especially so. Having thought my second year would be taken care of financially I had spent my summer and most of my saved up money hiking through as many trails as I could find and get to. So I had trimmed down by losing any of the fat I had and gained a good deal of muscle as well.

It took only a few days before I received a message back, accepting me into the position. Reading the message I breathed out a sigh of relief, though a sense of dread still filled my stomach as I felt like even this wouldn’t be enough to get me by. The message indicated I would be working under a professor Lynn, though since I had not even so much as stepped foot in any of the fine arts buildings on campus that meant practically nothing to me, but I found it a little interesting I would be working for just one of the faculty and not the department as a whole.

My first day of classes and beginning my new job arrived at the same time, and I found myself rushing from one of my advanced math courses to the arts building that was the furthest away and tucked into a mostly unused corner of campus that was surrounded by the woods that covered a few acres on the outside of the campus. Walking up to it I did not see anyone entering or leaving from the fairly large and unfamiliar building, but I did spot some smoke rising from what if I had to guess were pottery kilns that lined one side of the building. Walking in I still did not see any others and begin to guess that this building was not much used, an idea that was only reinforced the more I walked through the halls towards the room indicated from my messages with professor Lynn, as each room I passed was not only dark and empty of people but most were bare of any furniture or any sort of equipment for teaching for even just creating art.

Therefore after going through what was almost seeming like a ghost building it came to be somewhat of a relief to find professor Lynn at the room written down on the note in my hand. Though at first I did not quite believe it could be her, as the woman standing in front of large stacks of boxes and crates could hardly have been much older than I was. I would have guessed her for another student except she was dressed in what I could only describe as a porn producer’s idea of a teacher’s outfit. A tight pencil skirt that hugged her ass so closely as she was bending down to examine the contents of one of the crates I could almost swear that couldn’t be wearing any underwear. And as she turned to me I saw that her blouse was just barely containing against the press of her impressive breasts, and I was surprised that the buttons could even hold the shirt together, especially since quite a number of them were unbuttoned to give an overly generous glimpse of her cleavage, and just a peak of the lace bra she was wearing.

“Oh, are you Ryan?” Came her cheerful and upbeat voice as she smiled softly. Though her expression and tone of voice were warm and inviting there was something in the way her eyes moved up and down me that hinted at something like a hungry desire behind them. “I’m Professor Lynn, though really you can just call me Lynn.” She told me without waiting for my answer, walking over with a spring in her step that made her breasts bounce enough that I might have swore they would pop out. Taking my hand she shook it with a light grip in both hands. “I was just so glad to have someone take up this position, I have been needing an assistant to help organize and work through and this material and to model for me ever so badly,”

So entranced by the sway of her breasts her energetic shaking of my hands created I completely missed the last part of her words referencing modeling for her as I just nodded my head, trying not to stare too openly and over long at her enticing cleavage. Which was actually fairly difficult as she stood about a foot smaller than my six and a bit foot height, and her standing so close made even just meeting her eyes give me a fair view of her rack.

“I was happy to find someone willing to pay me for a bit of work, I’ll help you out with however much you need here,” I told her, thinking my answer was just referencing the piles of boxes behind her and not promising me some of the most interesting work I would ever find myself in.

Professor Lynn’s eyes lit up brightly at my promise and a curious smile snuck onto her face. “Oh, well that’s quite the helpful spirit. I do hope you mean that young man.” she said, letting go of my hand to brush her fingers down my arm for just a moment before turning back to the pile of supplies. “First though before we can get into the fun would you help me divide up all this? All the boxes and such are labeled with the room they will eventually go into, we just need to split up everything at the moment.” She told me, bending down again to point to a label on one of the boxes near the bottom of the stacks, giving me a great view of the shape of her ass once more, seemingly on purpose. That idea was almost confirmed as she looked back to me without leaning back up, giving me something close to a smirk as she noticed my gaze drifting to her rear. “Do you see, perfectly clear is it not?”

My eyes drifted back to her ass, half a thought forming in my mind that perhaps she was making a hint that her behavior was trying to convey something to me. I quickly dismissed the idea, rebuking myself for thinking I was in some sort of badly written smut and was going to get lucky with the busty teacher moments after meeting her. “Uh yes, separate into piles, I can do that.” I answered, dragging my eyes away to meet hers long enough to nod before beginning to pull out cases and boxes, creating distinct groupings in the mostly empty large room.

The work went fast that first day, and despite myself having dreaded needing to work I found Professor Lynn to be enjoyable company throughout the labor. She filled the hours with charming smiles flashed my way as she regaled me with tales of her travels. She apparently had been to nearly every spot I could name all over the world and quite a few I had never heard of before, doing paintings and drawings on commission. She described this adventurous life with extreme details of all the beautiful beaches and castles she had seen and sketched, and the many interesting and eccentric personalities that had hired her for stints of creating what I had to guess where phenomenal pieces of art in order that she kept getting new requests from increasingly rich and generous benefactors.

I left the arts building with more cheer and hopefulness than I had felt since knowing that I’d have to find a way to source my tuition this year, and it was more than just the thought that my student account would be just a little less in the red than when I had entered the building. And it was also more than just being able to ogle at Professor Lynn here and there from the many angles that well highlighted her curvaceous body. There was something of a kernel of hope that this year might actually be a good one for me, despite how awful it had started out.

My next few shifts working with Professor Lynn went about as smoothly as I could have anticipated from the impressions I got during my first day with her. I spent most of my time sorting and carrying various sorts of arts supplies from one empty room to another. I did learn that the building was an old one that had been once slated for some renovations and therefore decommissioned as an active place of learning, but those renovations never materialized and had laid dormant except for the use of the kilns occasionally. Eventually it was realized that there would be no update coming and the ball slowly started to roll on making the building ready for classes once more. Professor Lynn had been hired to oversee this ‘new’ addition, but since the work was only progressing slowly through the machinery of the university she was the only faculty pretty much ever there, apart when she had to teach the odd one or two classes.

Along with getting the story of why I was tasked with the seemingly never ending sets of boxes and stowed away equipment to sort and move I got treated with more tales of exciting views and travels from Lynn, as I began to simply call her more and more. Likewise increasing in frequency were the exciting views Lynn offered me as her wardrobe always seemed to highlight her amazing figure that would give any sorority girl a run for. From the near rendition of a Halloween slutty teacher getting up on the first day to yoga pants so thin and tight they seemed hardly worth wearing I was amazed how she got away with such clothing choices without censure from the university's higher ups. But I supposed distance from any classes and other people in general shielded her from any chance of criticism, and had to assume she chose to wear slightly more appropriate attire during the times she did actually have to teach classes.

I might have thought her style of clothing just that, a particular style that left not much for the imagination, but Lynn gave several other clues that her inhibitions weren’t very strict. Along with the stories of simple travel after a few shifts she began to drop hints that she had enjoyed many of her destinations in more physical ways, especially with her more wealthy clients and patrons. The descriptions never went so far as to explicitly state anything, or really even imply overly much but combined with how she always looked at me when coming close to speaking of hot and heavy action, or alluded to what could have been frisky encounters made it seem like she could tell what was not being said clearly told. And more and more as the days turned into weeks of working with her the telling of these stories would start to include light touches on my arms as she walked by me, or stray brushes against me as she carried a box by. These interactions always seemed to happen right before the details came to a pointed end, at the height of the leading and alluring action.

At the end of the third week of working with, and I was thinking more of it now as working with instead of for, Lynn she came to with her first very unusual request. Or I say request, but it was phrased as less optional when I first heard it.

“Well I think we finally have enough separated and moved in studio 4b to actually start on some modeling, I do hope you are excited. This should be a nice change of pace for you.” Lynn announced with all her normal cheeriness and upbeat attitude one day as I arrived at the old art building. Before I had time to react and question what she meant she handed me a box labeled ‘Murmillo’ and gave me a wink. “Now go on and get changed into this, I really want to get this started,” She told me, a little bit of forcefulness edging its way into her voice.

I stood there speechless for several long moments, still not knowing quite what was being asked of me and how I should respond. “Um, change?” I asked her, a strange flood of feelings confusing my mind enough that I barely even knew how to voice my lack of understanding at this new expectation of me.

“Yes, change. Oh I suppose if you are feeling a bit shy there’s the old changing rooms in the back of the studio.” Lynn answered, her voice almost a little disappointed in needing to direct me away, though if I heard that I was more than enough confused by the mischievous chuckle she made after her statement to pick up on it. “Please now go on and get ready, remember this is part of your job you agreed to when you signed up for this. I would really hate to have to tell the university that you do not want to continue and have them take away the money you have earned already. I know you need this job.” These words came half a plea and half what would have been a threat in any voice other than her bubbly and musical one.

The thought of having all the work I had done go to waste and even worse being without a future job to help pay for my classes quickly put the idea of questioning this order out of my head and I went off to the changing room. So in haste I was from the threat of losing the only way I found to keep up with tuition that I was half stripped down inside the unexpectedly spacious room with two doors and a shower curtain like divider in the middle before I even stopped to check out what I was intended to wear. Shifting through the pieces of impressively realistic Roman wear and armor and recalling the name labeled on the box from some video game I had played, I eventually figured out that I was dressing up to be some sort of gladiator. This of course interested the very large nerdy part of me, though in sorting through the pieces I came to my next struggle. While seemingly much more well crafted and to my eyes accurate than any Halloween costumes I had seen, and probably even several movie outfits, the clothing given to me suggested very much it was to be worn without a shirt or pants, and even worse without any underwear.

“I can come in there and help if you are a bit confused there dear,” Lynn called out just behind the door, an almost teasing tone blending into her voice now, especially with the before unheard dear making me feel almost an unruly child for a moment. “But if not, please do not waste too much time there, just set all your clothes aside and come out with however you can manage it, we can make a few adjustments before we start posing you.” She instructed, her voice now like that of a teacher’s than ever before, and her all referencing my clothes making me fully sure I was not to try and augment the outfit with pieces of my own clothing, even for modesty.

Gulping down my anxiety I surveyed the outfit one more time. A large, crested helmet with a cage like front to view out of, heavy looking fur trimmed boots, one going all the way up to the knee with extra padding. There was only one arm guard that went up from wrist all the way to the shoulder with a small pauldron, and worst of all what seemed like only a small step up from a loincloth. Stripping the rest of the way down I put on the belt and cloth piece and was a little surprised at how much more it covered that in my imagination, but still there was precious little keeping my junk out of view. The rest of the armor I put on fairly easily, its construction seemed to be made more for ease of use and how it looked than for actual protection, which I supposed was fair. I was especially considerate for this fact in regards to the helmet, which was actually very light, though it did limit my field of vision quite a bit.

Stepping out of the changing room I bumped straight into Lynn, her having stood so close to the door as she waited for me to come out and with my vision being narrowed down so much by the helmet. Half stumbling onto her I felt her hands push back on me, one halfway down my thigh and the other one my chest. My own hands sought to steady myself and found themselves somewhere I could not see on her body, but felt far too good to be anyplace appropriate.

“God, Ryan, not so fast, you haven’t even taken me to dinner” Lynn said with a chuckle as I quickly found my footing and moved my hands off her. Her hands stayed on me though as if to steady me, but her hand on my thighs squeezed lightly as her hand on my chest slowly drifted down to my abs. “Well I thought you might be a good choice for this but I did not guess just how well you would pull this off, you stud.” She told me with a grin as she stepped back and returned to my field of vision where I could see her looking up and down over my body with no shyness present at all. While I had gotten much stronger and built up my muscles over the summer, the need to ration my food spending with the start of the year had really cut down any fat I was still storing on my body and brought my muscles into clear view.

Though she gave no indication of impropriety in taking sweeping gazes over my mostly bare body I quickly began to feel a rush of embarrassment, and was glad the helmet hid the red on my cheeks. “It’s a little… light on coverage,” I said to her, the air suddenly feeling too cool on my skin despite the warmth rising on my face.

Lynn just laughed as she drew close again, her hands moving to adjust some of the straps holding on the armor on my arm and legs. “Oh I’ve seen far worse, I should tell you about this one weekend in Naples sometime,” She tried to assure me as her hands danced none too sparingly over me, pausing here and there in places I was sure she did not need to check. “But you look great Ryan, an absolute treat. I already have a dozen poses I know I need to sketch you in.”

I barely had time to even begin to form a response to that before Lynn took my hand and started to move me onto a large but low platform in the middle of the room. “Just take a relaxed stance for right now, while I get a feel for you and your figure.” Lynn instructed me and started to move, grabbing a large sketchbook and an easel to set it upon. Before I could even ask if my pose was okay I heard the hurried scratching of a pencil across paper and stuck with the stance I had fallen into, fearing that any movement would ruin whatever progress she had started on.

Soon after though, maybe just several minutes or so Lynn called out to me. “Now stand with one foot forward, and put a hand on your hips.” She told me, peeking out from behind her large paper to scrutinize my positioning. “There’s fine for now,” she told me, and the sound of pencil against paper once again resumed its furious pace. The next hour and some went on much the same, Lynn switching between calling out changes to my stance and drawing quickly enough that I never really got tired of any one pose. Judging by the speed of her drawing I had to assume they were just the most basic of sketches and wondered how much she was really getting out of it. Whatever she was doing I had never seen her more focused or intent during the whole time I had known her. Even her suggestive quips and cheeky smiles were down to just a few here and there, though they came more often when she was telling how to flex just so in order to show off a certain set of muscles or when placing my legs in ways I was almost sure would give a glimpse to way lay behind the loincloth.

“Okay, I think that should be enough,” She finally called out to me, stepping back from her easel with a very satisfied grin on her face. “You were a fantastic model Ryan, really just a natural.” She praised, making me swell with a strange type of pride that I had never really felt before, and much of the awkwardness of being drawn and dressed in a weird and fairly revealing outfit melted away. “Why don’t you come and see how good a figure you made?” She asked me with a smile, waving me to her.

Stepping down from the platform I took off the helmet and set it aside, brushing back my hair that had grown just a bit sweaty despite the otherwise cool temperature of the room. Lynn stepped a little to the side and gestured to her pad of large papers, still grinning wide. “Do you see just how good you were at this?” She told me as I moved in front of her easel to take my first looks at her work. I was simply awestruck by what I saw. There was me in the final pose I had taken before stepping down, drawn in such detail I would not have believed she could have done it if it was the only pose she had worked on the entire time. And as much as it was me, it was somehow even more than just me. It was something more refined, more confident and stately even in just a still image. “Really, you are a natural at this,” Lynn spoke in a softer and more soothing tone, placing a hand on the small of my back as she moved closer, reaching around with her other hand to start to flip the papers and show the other poses. Each was as detailed and skilled as the first she showed, every one of them not just the beginnings of a sketch but a full masterpiece on its own. I now knew why she had drawn such lavish commissions from patrons all over the world.

“It’s… this is just… wow.” I stammered out, looking through picture after picture of myself made greater on canvas. “I had no idea someone could do something like this, and so many, so fast.” I told her, turning to look at Lynn with now an awestruck expression plastered upon my face.

“Oh, with the right equipment and a bit of practice you can get a lot done in a short time, my gladiator. Especially with a willing and helpful participant.” Lynn said to me, her voice back to the musical and flirtatious tone as she gave me a wink and squeezed her hand on my hip before stepping back. “Well, I think that should be enough work for you today, you can go and I’ll mark it down as a full shift’s work. I still need to go over these pictures and tidy up a few details and that will take a bit of time” she told me before biting her lower lip and giving me a long head to toe look over once more. “That is, unless you need some help undoing all those straps and making sure they did not pinch anywhere too tight,” Lynn continued on, raising her pencil to her lips and placing the back end in her mouth somewhat suggestively.

I quickly began to regret setting aside my helmet as a blush rose to my cheeks, imagining what Lynn might mean if her words were actually serious and not just a jest at my expense. The picture starting to form in my mind made by position doubly awkward, a rising boner threatening to sneak out from behind my loincloth giving far more indication of my thoughts than just the red rising in my cheeks. “I should be able to handle it, um, yes.” I quickly stammered out, turning to retrieve the helm and decided to use it to hide the worst of the two signals that would give me away. Moving to the changing room I held the large helm over my waist, hoping the posture seemed natural enough for the short journey before I quickly got in and shut the door behind me. “Perhaps another time then,” Lynn called out to me lightly and with a warm chuckle, and I could almost feel her winking at me despite not seeing her.

In the changing room I began to strip off the armor and dress back into my normal clothing, though now I noticed what I had not really been aware of when I first changed. The door was not a true full door, starting a few feet off the ground and being topped with an almost opaque window that started just at my shoulders. In my haste to get ready at first I had not even truly considered the door and had thought my privacy was complete, but now as I gingerly undid the straps of the armor as to not damage any of the most likely extremely costly pieces I could only think of what the professor was doing as I could see her outline and shape though not most of her details through the window.

Thankfully, though some of me was disappointed, halfway through my changing I could see Lynn begin to leave. “Just leave the outfit in the box I gave it to you, please, I am heading off to continue my work, after a brief… releasing of some tension,” she called to me, and not for the first time I wondered how much of her teasing was truly joking around. I continued to dress and then left the changing room and made my way out of the old arts building and did not catch a glimpse of Lynn, though the door into the room that she had made her office was shut fully with the light shining from the small window at the top. Which was a little curious as she normally rarely ever shut her door.

When I arrived the next day it was almost as if the modeling session had not even happened with Lynn being so casual and her normal, just slightly flirty self as we went about our normal routine of unpacking crates and managing the various equipment and supplies in them. I could have almost chalked it up to being a strange dream till she pulled out one of the drawings from the day before. It had been gone over and perfected to a degree I could not have imagined possible before, some extra time highlighting how great her skill still was. “Here, just for you, in case you wanted to hang that up somewhere or something.” She told me with a wink as she handed over the drawing and I stood with it in my hands somewhat dumbfounded. “And if you hang up those sorts of these I do hope you have plenty of room on those small dorm walls of yours because I have a lot more ideas for things you need to model for me that we will be trying soon.” She added with a devious smirk, turning away before could even say I did not live on campus in the dorms or come to terms that my modeling career had only just begun.

And Lynn was certainly true to her word, in the next few days I would reenact basically step by step the whole process of modeling for her, each day with unique and intriguing costumes. Every outfit was as detailed and well made as the first was, and I quickly got a sense for what sort of aesthetic Lynn preferred to work with. Everything had an ancient and usually mediterranean flavor, from imperial rome and classical greece to ancient egyptian and once a achaemenid persian. There were a few days where I even did multiple outfits in one shift, so eager and happy Lynn was to have a willing participant that she thought fit her ideal for a model. I knew her plans did not just center around ancient european and near east cultures as she once voiced that she was having a aztec outfit being prepared, but the more I saw of how she assembled the costumes for me the more I realized being historically accurate or even particularly realistic did not hold all that much importance to her. With history being a sort of side passion of mine, I knew just enough to tell when her choices slid more towards the popular idea of a time period or culture rather than the truth, but I had more than enough sense not to point out the areas of anachronisms or inaccuracies.

Throughout the process though I began to enjoy the time spent more and more, and not just because it was a fair bit easier than lifting heavy boxes. Though still prone to blushing here or there from her suggestive comments and knowing winks I started to give a few back to Lynn, to wish she cheerfully alone escalating the teasing further. And though I still was a little shy about the fairly revealing outfits she kept on picking, I was getting used to being on display with a little more dignity and ease. I had begun to think this might just become easy for me when about a week and a half after my first modeling session with Lynn she announced the plan for the day right as I walked into what had become the modeling room.

“I have just the most delightful news for you, Ryan, really it is just grand.” Lynn told me as soon as I arrived at the art building. I had gotten used to her being thrilled with just about every new outfit she had gotten for me to try, and so I really did not think too much of her excitement. But there was something in her eyes that told me there was more going on with this just a new costume for some reason, and I took a moment to study her expression. “I think you are just going to love this too Ryan, by the way, God it has gotten me nearly giddy just thinking about it.” She told me with a laugh as she nearly bounced with anticipation, her current choice of clothing a low cut blouse that made it clear how much her breasts moved with each of her girlish bounces and a pair of jean short shorts that gave me a wonderful view of her toned legs and had me just thinking about the way her ass was swaying. “There is a scene I have been dying to sketch, only there just is not a way for you to do it alone, however perfect you are for the half I have in mind for you, at least not in a way that I could also sketch it. Thankfully one of my students who has already been starting to fail my class is rather desperate to find some ways to get a bit of extra credit, and I think Juila is going to be just the perfect other half I have been wanting.”

Lynn’s smile had only grown as she had described just how this session would be so delightful and grand, but my face grew quickly solemn and my heart felt like it sank down into my stomach. I had gotten used to Lynn seeing me in the outfits, and even pretty okay with her drawing me, as I felt like her renditions were so spectacular the could hardly even be about me, but thinking of someone else being there to see me in whatever I had to wear that day made me fill with dread and apprehension. And of course it had to be a girl, just to make me feel that much more insecure about myself. There was no way I would have even thought about this job if I had guessed it might include something like this and I was about to tell Lynn exactly that when her phone buzzed and she flashed her most dazzling smile at me. “That must be her, I told her she really must not be late if she wanted any of this to count for some extra credit.” Lynn said, checking her phone and smiling even more. “Yep, she’s at the door, why don’t you let her in and show her to the modeling room, I have got to get the outfits ready, I do not want to waste a moment. But please do not look so glum when you show her in Ryan, I do not want you scaring her off. And besides, you are going to love her, I am sure” Lynn told me with a wink and a chuckle before hurrying off, not leaving me a moment to put together a refusal.

Letting out a maybe slightly exaggerated sigh for needing to tell this girl that unfortunately she might not be getting her chance at some extra credit since there was simply no way I would be doing through with this idea I trudged for the front door of the building, beginning to steel myself for the task. Getting closer to the door I could hear banging on it and an obviously disgruntled voice clearly attached to the person making the noise. “Just fucking open it, it is not like it is really ever locked.” I murmured to myself, shaking my head and wondering just what sort of obnoxious personality I was about to deal with. Opening the door with one more sigh I must have pulled just as the girl outside gave up on banging the door and went to push it because the door flew open and I found myself being rushed into and toppled to the ground, the press of a body on top of me disorienting me for a second.

As I regained my senses I took stock of who was laying on top of me as I lay sprawled out on the ground. This took another few seconds as I could not quite believe what my eyes were telling me. Laying with her chest pressed against mine and her leg grinding back and forth over my groin was someone I knew, and had never guessed I would have seen at all on campus, much less here of all places. When Lynn had mentioned her name I had not thought it was even in the realm of possibilities that the Julia coming to model with me would Julia Brookes, one of my younger sister’s best friends who I had known, at least from a distance, for years, who must have been here as a student starting her first year.

My shock at recognizing the girl pressing against me was only amplified even more as I saw, and could somewhat feel as she scrambled against me to find her footing, what she was wearing. Her top was a crop top that left enough of her stomach exposed to be hardly considered a shirt, and was just opaque enough not to be called transparent but see through plenty enough to see how her bright pink bra pushed up her tits to create some ample cleavage. Her shorts were a pair of skin tight black yoga shorts even shorter than the jean ones Lynn was wearing. And most pressing at the moment and the cause of her continual movement of her leg against my junk she was wearing a pair of candy pink heels so high that getting her footing back under her would clearly take some time in the confused state toppling through the door and then into me had sent her into. “Here, just stop the flailing for a moment.” I told her as I reached for her waist to help get her up. Eventually with a bit more pressing into each other and a few hands finding purchase to help stabilize on whatever area of body they could quickly reach for we got ourselves both up and onto our feet.

“God, I did not think that door was open, I do not know why Professor Lynn wanted me to wait at the door if that was the case.” Julia said with a dismissive tone as she smoothed out her clothes and checked over herself, clearly irked at having to be here at all and especially for the tumble. Viewing her vertically now I got a little better view of her, and especially all the ways the loud and prank prone girl had grown into a young woman clearly proud of her body and wanting to flaunt her beauty by showing off her long legs, flat belly and giving not so subtle hints at the curves of her breasts just barely hidden beneath her tight crop top. “Thank you though, the professor said there would be another student working with me so I suppose that is going to be you,” she added, still preening herself and raising one hand to touch the black satin choker tight around her neck as if just to make sure it was still there. Taking in her figure of how much of it and how well it was shown off did not mix well with how much her leg had rubbed against my groin, at least in regards to the composure I wished to maintain, or at least regain, and an erection starting to stir, a bulge forming against my jeans.

Her eyes then moved up from herself to me, looking me over slowly starting from the ground up. A soft smile grew on her lips, continuing and maybe even growing faster as she looked at the growing outline of my cock against my pants, till she got to my face and then confusion rapidly replaced the growing satisfaction there. “Ryan, what the hell?” She said, some of the spoiled brat of a girl I once knew creeping back into her voice. “What the fuck are you doing here, Megan said you were studying some dumb math thing or something, not art.” She questioned, referencing my younger sister who I had not had the chance, or really the inclination, to explain about my whole financial situation this year to yet. As confusion still mounted in her expression Julia’s face suddenly changed with sudden realization. “Wait, you can not be doing this modeling thing with me, there is just no way.” She demanded, storming off at a pace I thought quite impressive considering her heels and the way she had barely gotten her feet under her even with my help. Her speed and determination not to let me even get a word in left me no time to express my own lack of desire for this situation, especially now that I knew who my partner was intended to be. With little left to do I retraced my steps back to the modeling room, trudging in much the same dejected way I had come down the hallway with.

“I can not do this with him, there is just no way.” I heard Julia whine out as I neared the room, the freshman student’s voice carrying far with the fury of her disagreement of the arrangement she found herself in. “Did he ask for this, did he come to you after somehow knowing I was skipping my classes and failing?”

“You do not have to, young lady. You really have to remember this is not high school any more.” Lynn responded, her voice far more commanding and teacher like than I had ever heard it before as I walked in and saw the the professor relaxed and leaning against one of the door into the changing rooms on the far side of the room while Julia stood tense and with her hands on her hips in front of her, looking down only because of the height given to her by the heels. “You can just simply go and skip this, just like you skipped my lessons and receive no extra credit, maintaining your failing grade in my class.” Lynn explained to her just as calmly as she might point out the weather. I was so focused on their argument I barely had time to notice a low couch on the modeling platform, which usually held no props or any furniture.

“But I really can not fail Miss Lynn, you promised me a chance to make up my grade.” Julia pleaded, her voice failing from an angry whine to a pleading one. “If my dad knows I am skipping classes and failing he will end my allowance,” She continued with the tone of a petulant child being told no for the first time, that is till she noticed me walking in and her fury turned hot again and found its focus on me. “You, did my dad tell you to check up on me, make sure I was being a good girl?” she asked, crossing her arms under her breasts.

“Oh come on,” I started to say, my frustration with Julia’s attitude and accusations beginning to override my uneasiness of having to model with someone else. I suddenly had a desire to see Julia suffer through this more than I had a fear of doing it myself. I felt that seeing her put in her place and finally have to own up to something she did and be responsible would be worth her seeing whatever outfit Lynn had in mind for me. And with that thought I began to guess at just what type of clothing the professor had in store for Julia, and the idea of her in something like the revealing costumes I had worn on her made my cock begin to stir once more despite myself.

Whatever else I had to say on the matter though was quickly cut off. “Ryan has nothing to do with this, he has just been helping me out here and I promise he had no idea you were coming.” Lynn explained to Julia, though the freshman student still focused her ire on me. “But if you are insistent on not going through with this option for some make up credit I will be forced to report your failing grade to your academic counselor, and to the school board that controls your scholarship.”

Julia stiffened up quickly at this, a flash of terror crossing her face. “No, no, no, no. Please Miss Lynn, you can not do that. My dad would kill me, I can not have that happen.” She begged Lynn, turning back to her, seeming to be on the edge of falling to her knees to beg even more. “Fuck it, I guess I will do this, even with that fucking dweeb. Just please get my grade back up and I promise I will cooperate with this.”

A satisfied smile grew on Professor Lynn’s face as she listened to Julia’s promises and pleading. “Good, I was really beginning to get tired of that spoiled little girl attitude young miss. Now please go on and get changed, you have wasted enough of mine and Ryan’s time already with your little game.” She told Julia with her voice still strong and commanding, picking up a box from a nearby table and handing it to her. “Come on now, both of you get ready,” She told us both, her voice a little softer as she handed me a different box.

“Wait, you can not be fucking serious. I am not changing with him at the same time.” Julia started to protest, though her voice did not rise to the level of irritation and self importance as it had before. Some of her rebel spirit seemed to have been quieted down by the strong will of Lynn and the consequences of not obeying.

“There is a divider in the changing room, young lady, and separate doors. This is really not the time to be getting conscientious about a little modesty. Especially considering what you already obviously feel fine wearing about.” Lynn chided her, and though I was looking at Julia I could just feel the eye roll that accompanied the words.

Puffing up and clearly beginning to fire back a harsh retort, Julia saw a stern expression cross Lynn’s face and took a moment to calm down. “Well, there is a difference between knowing you are hot and dressing like it versus stripping down next to someone.” she told her rather more meekly, a scowl still present on her face though. “But as long as he does not try to be a creep and take a peek I guess I will be fine.” Julia said, letting down her shoulders in a sigh and marching through the far door into the changing room.

Giving Lynn a look to try and convey I had no intentions to perv out on her and did not know where her hostility towards me was coming. I shrugged and moved into the near door of the changing room. “Just remember to come out wearing only what the clothing I have given you, I do not need your bargain bin Victoria's Secret ruining my artistic vision, Julia.” Lynn called out to us as the doors were shut.

“God, what a bitch,” Julia muttered as she pulled the curtain in the middle of the room across, separating us. Though it had seemed quite solid when it had been bundled up together on one side now drawn out to its full length the divider had more the look of a frosted window, giving the shape and color of the other side without giving too much detail. A little more problematic, at least for Julia if she noticed it, though it was just about her height it was a fair bit lower than mine, giving me a good view over to her at certain angles if I were to want to try and use them. “Wait, did she mean I had to take off my underwear as well?” Julia asked, surprised as she took in the full meaning of Lynn’s last instructions. “God damn it, I better be getting more than just a passing grade for this then,” She muttered angrily, though I was surprised at how she didn’t rush out and fight over this detail with the professor.

“I really did not know you were going to be here today Jules,” I told her in what I hoped was a reassuring voice as I started to strip down, taking off my shirt and jeans. Though trying not to stare at her, the room now with the divider drawn was a bit small and I had trouble not seeing her start to go through the same motions, her undetailed figure through the curtain casting away her shirt and sliding down her shorts.

“It’s whatever, dork,” Julia told me as she reached up to unhook her bra, and this time I had a hard time restraining myself and turned my head just enough to see over the curtain as she left the bright pink bra fall off her chest and give me a half seconds glance at her perky tits before I turned away. “You just better not tell Megan a word about this, or you are going to be in deep shit.” She told me, turning to start to dig into the box of clothing she had been given.

Turning to my own box of new clothes I was once again for the day a bit flabbergasted by what I saw. Instead of the usual semi complex set of clothing and some armor or other adornments what I had to put on was just a wide gold belt with some what I assumed to be egyptian characters and a distressingly small section of black cloth on either side, with what I assumed to be the front having a longer thin strip of fabric with more hieroglyphs. Along with this sorry excuse for shorts was some sort of collar and shoulder covering that you might have guessed a pharaoh would have worn and a head dress that basically confirmed Lynn was centering her theme along the Nile for this session.

Before I had much chance to marvel at how exactly it was all supposed to fit together and how little of myself would be covered right next to me Julia exclaimed her own reaction to her outfit. “What the fucking hell professor, now this really has to be a joke.” She shouted out. Through the divider I could see Julia lifting something up, but could not tell really anything about the object she was holding. “Now I see why you did not want me wearing any damned underwear, this is just crazy.” Julia said in a somewhat quiet voice, bewilderment clearly present in her tone. Her shouts moved my thoughts from my own outfit and to her’s, and how obviously it must be revealing as well. The images that my mind started to produce of Julia in some skimpy Cleopatra costume were a bit more thrilling than I had wanted to consider and my cock slipped out of my boxers fully hardened. I slightly cursed myself, hoping Julia wasn’t looking my way and seeing the shape of my boner through the semi opaque barrier.

Shaking my head and trying to distract my mind from the idea of Julia in a tiny revealing outfit I caught a glimpse over the divider and saw a glimpse of an even more intriguing sight, Julia totally nude just a few feet away from me. My cock throbbed and my erection only intensified and I turned my back to her. “Focus Ryan, think of baseball or whatever,” I whispered to myself, staring at the wall and trying to control my breathing and rapidly increasing heart beat. Deciding to try and distract myself by putting on the outfit I slipped off my boxers and tied the golden belt around me. My first assumptions were correct about the pieces of fabric hanging down as I found they covered precious little of me. The back flap barely reached the bottom of my ass and the front was not much longer than my dick, even if it wasn’t pointed straight ahead. Worse yet it was light enough that any much movement from my hips and it swayed enough to give a good side view of my junk if any were to look that way, and the longer strip of fabric hanging down did not do anything to help cover, and most probably only cause more attention to be drawn towards my groin

My worry of being covered was not aided by much in putting on the other parts of my outfit. The large shoulder and collar did not so much as even hang down far enough to cover my nipples, so from right below my neckline to my waist was bare. The headpiece was simple and fit snugly on my head without being too tight, which was pleasant to find but did not help really any in the predicament the rest of the garments put me in.

“God damn this, I have worn slutty Halloween costumes more modest than this” Julia said out loud as I finished dressing in what little I was given, though her voice was still not so loud that Lynn might hear it clearly, as if she did not wish to argue further quite yet with the professor. Still, her protestations about her clothing let me know she had found little more satisfaction in it than I had.

“Please do not take too much longer, if you need any adjustments I will help with them. We are running on a tight schedule today sadly,” Lynn announced to us. Luckily my erection had died down some, enough that with a little careful maneuvering and watching how I walked I would not be exposing anything. Gulping down the little bit of pride and dignity I had left I made for the door, desperately wishing that this outfit had included something to hide the shame that would certainly show soon on my face.

The shame though did not soon arise, as a few things happened that took all the focus of my body and mind. First was Julia stepping out just as I had, having chosen the same moment to make her appearance after the prodding of Lynn to hurry up. “Is this what you were wanting from me, to be some half naked Arabian bimbo?” Julia asked, her hands on her hips as she stared down Lynn. She was wearing an outfit surprisingly similar to my own, with a few distinct differences. She had a similar belt around her waist with cloth hanging down over her front and back, and while it was decently longer than mine, nearly down to her knees, it was noticeably thinner. More importantly to her obvious displeasure in her given outfit was the top, something close to a bra that covered her breasts from the front and came together at one of her shoulders and carried on down her back as a small strap, but the sides of her breasts were bare and the whole thing clearly gave no support to her breasts, letting them giggle and shift as she stamped forward to Lynn. Most striking of all was the material. Where mine was all bright blue and gold, bold solid colors, every inch of what covering the clothes she had was in thin white cotton, and with the right angle of lighting became dangerously close to being sheer.

“Julia, a few things. A bimbo is more of an attitude than an outfit, so it is completely up to yourself if you are presenting that image, young lady. And this is most certainly not Arabian, you are dressed as an Egyptian fertility goddess, a person of high honor and power in that culture.” Lynn calmly explained as if she were correcting someone’s posture. “I do not see where you are getting so upset about this,” Lynn continued, meeting Julia’s fierce gaze.

“Of course you do not see a problem. I am the one dressed in nothing better than some skimpy underwear. I am sure you would voice some problems if you did not get to choose your own clothes for this and had to wear basically nothing” Julia retorted, crossing her arms under breasts and making them get very close to spilling out of her top.

Lynn’s answer to this challenge caused the second thing that made my own shame a distant issue for me. A deviously mischievous smile crept onto the professor’s lips as she listened to the student list out her complaints. “Oh, so if I were just in some skimpy underwear you would not have an issue then. Would you think that fair?” She asked, her hands starting already going to her blouse and starting to unbutton it. “I think that a suitable accommodation for you to agree to continue without further disruption,” She said matter of factly as if saying what she had for breakfast, getting to the bottom buttons of her blouse and pulling it off her, showing her impressive chest tightly held by a lacy baby blue bra. Julia’s jaw dropped and would have fallen to the floor if this were a cartoon as she, and I, could do nothing to process what was happening but just watch as Lynn turned around to put her shirt on the table behind her and then undid her shorts, bending over at the waist and slowly sliding them down past her ass and then down to her ankles, stepping out of them. Her position gave Julia and I a great view of her tight and plump ass, only slightly hidden by a pair of blue lace panties clearly part of a matched pair to her bra.

Julia and I both stood there far too dazed and dumbstruck, completely unsure of how to react to this turn of events, and this was magnified by how casually and readily Lynn had undertaken the action of stripping down. When she stood back up and turned around to face us there was only the mild expression of someone slightly inconvenienced to mark she had done anything at all. “There we go, I should think that should make everyone happy.” She said and she straightened her easel with its large pad of drawing papers already situated and ready to go. Still reeling from what had happened I only just caught her gaze moving down to my groan and her face changed to show a small frown for half a second, as if disappointed not to see an erection poking past the small cloth hiding my cock.

And if that were truly the case it was only because I was still processing the shock of it all that I did not have the time to get aroused. Not only was Julia there standing close to me in clothes so thin and light that most bikinis would have covered her slender and athletically toned frame more modestly and would not have done as much to highlight her tight ass and pleasantly perky and B cup breasts, but there was also Professor Lynn, now stripped in underwear that accentuated body that had gorgeous curves in all of the right places. I was just beginning to turn my mind to the beautiful women around me in such states of undress which I had never thought myself to be near when Lynn’s next instructions turned my focus enough to keep my dick from rising up like a flag proclaiming my arousal. “Now please get up onto the platform and take a relaxed pose so I can see how I am going to want to pose you two.” She told us, taking a chair out and sitting behind her easel.

I moved out of the force of habit from the other modeling sessions I had already done, my conscious mind still sorting out which of the many stimuli around me was the most pressing to focus on and leaving my actions up to muscle memory and instinct. Julia seemed similarly still dazed and just followed me up on the center of the platform to one side of the couch, standing in a relaxed pose beside me before looking at me with a confused expression. “Does she always do this?” she asked me in a voice just loud enough to make it the short distance to my ears and still be understandable. I mouthed out the word ‘no’ and shook my head slightly, and then mouthed ‘never’ to her, not wanting her to think I had some sort of perverted game I regularly played of stripping down with one of the university’s professors.

“Just relaxed poses please, you will have plenty of time for getting to know each other much better later.” Lynn called out to us, as she shifted her gaze back and forth from the canvas to where we stood. Taking in a quick breath I turned away from Julia, habit having me quick to obey Lynn when I was posing for her, though still I had to furrow my brow a little and wonder just what she meant by her comment of getting to know each other better.

As always Lynn worked at an astonishing pace, her speed not a sacrifice to her skill but somehow a part of it, so when she called out for a change in pose I was not surprised, though Julia seemed a little. “Why don’t you two go ahead and sit on the chaise there? Julia you can recline at that end and rest your legs over Ryan’s lap.” She directed us, pointing with her pencil towards the long low couch I had barely noticed when I first came in. “Please do go on now,” She added, peeking out from behind the easel with a lean that somehow gave her even more cleavage than before.

Julia moved promptly over to the directed part of the couch, sitting down and holding up her legs, making the cloth hanging down from her waist fall in between them and giving me a great few of her long legs and smooth thighs. “Come on, don’t make her tell us again,” Julia said to hurry me on, her voice telling me that her previous antagonism towards the professor’s instructions had been cowed quite a bit. I moved to quickly sit down and Julia placed her legs over my lap with her knees placed right between my legs.

“Perfect, thank you,” Lynn said with a grin, and so focused was I on how the cloth hanging from Julia’s waist draped at an angle steep enough I could almost see up in and between her soft thighs that I only glimpsed for a moment Lynn biting her lower lip and staring hungrily at us before her expression turned more neutral. “And uh Ryan, would you place your hand on her hip there?” She told me.

I breathed in a quick breath and looked closer to Julia at this instruction, tensing my thighs to try and avoid what could quickly become a hard erection pressing up against her legs. “Go on, just don’t be weird about it you dork. This is art not your perverted fantasies.” Julia whispered to me with a slightly annoyed look, as if I were the one making this strange situation weird. Tentatively I placed a hand on her bare hip, just lightly touching her soft skin. “And do not get a boner, please.” Julia added in a stiff whisper and looked at me with a hard expression.

“Julia, please look straight ahead.” Lynn instructed to which Julia quickly obeyed, moving her gaze from me to directly in front of her. “And Ryan, go ahead and… look down at Julia please.” Lynn added after a moment, pausing as if to deliberate. If what she had to consider during that moment’s thought was where to direct my eyes where I saw the most of Julia’s breasts than it was time well spent, for with her top open at the sides I got an eyeful of her perky boobs shifting slightly as Julia moved into a comfortable position to wait out this pose. Looking down at her like this it was all I could do to not get a raging boner, and even just trying to rein back my racing heart beat with slow breathing was a struggle as for the first time Lynn seemed to linger on this pose for a while. I could hear the scratching of her pencil against the paper so I knew she was working, but she had us stay in this pose for so long I might have guessed she had up and left.

I was just beginning to lose the fight against my growing erection when I heard Lynn thankfully call out for another pose change. “Ryan, go ahead and stand at that edge of the chaise and Julia, please do sit right next to him.” She instructed us as she flipped to a new page to begin another sketch. I tensed and released every muscle I could to hopefully draw away blood flow and focus away from my cock before getting up to my feet as Julia swung her feet down off my lap. As I stood I breathed out in relief when my cock did not stand up with me and I closed my eyes for a moment hoping that this pose might be a bit easier to maintain some dignity in as I moved to the side of the low couch and Julia slid over to where I had been sitting.

“Just like that, thank you both.” Lynn said to us as she poked her head out and grinned at us both. “And for this one Ryan you can place your hand on her shoulder and Julia please look up at him, but not too high.” She asked us, placing her pencil between her lips and studying us for a moment as we moved to fulfill her request. As I looked down at Julia thankfully most of her breasts were covered as her top moved over them and then across her far shoulder, but strangely to me looking down into her strikingly blue eyes as they seemed to focus at my navel I started to feel a warmth fill my body still. It did not help me either when I placed my hand on her bare shoulder and felt her soft skin under my palm. “Ryan, please look ahead, just straight at eye level,” Lynn added as a last instruction.

Soon the sound of pencil moving against paper returned, though I could only just see Lynn work out of the corner of my eye as I looked straight ahead, trying to order my thoughts into something that would prevent me from embarrassing myself anymore that I had already. “Damn, she did not give you much to hide under either, if you turned a bit to the side I bet I would be staring right at your junk.” Julia whispered and I tensed and waited for Lynn to rebuke her. But no command to be quiet came to my confusion, though perhaps the words were whispered just quiet enough to avoid reaching the focused professor. This seemed to give Julia some of her bite back that had been subdued. “If you got a boner it would slip right out I bet, so there must be something off with you if you have not gotten hard with a barely dressed girl next to you and a teacher in her underwear just staring at all those muscles you must have worked so hard on.” Julia continued, and I looked down to see a devious smirk rising on her lips as I formed a response.

“Ryan, look straight ahead as I asked please,” Lynn quickly told me before I had time to whisper a reply back to Julia and I immediately moved to comply with her command. Julia chuckled lightly at this, her voice rising a little louder now as if to test the boundaries of when Lynn would cut in and correct us.

“Or, maybe you do have a little stiffy, only it’s so small there is nothing to peek out?” Julia continued to mock me, obviously enjoying this little bit of freedom she had found in which to make her feelings known. “Is that it, big guy? Those big biceps and hard abs but downstairs there is nothing big or hard to write home about?”

I was about to retort to her teasing proddings despite the protestation that would inevitably arise from Lynn when the professor let out a disgruntled noise and the sharp sound of pencil snapping stopped me. “Damn it,” She swore, and I could see her cast aside the broken implement in frustration. “I’ll have to go and fetch another from a supply room. If I can even find another of the right size that is,” She told us in a disappointed voice. “And when everything was turning out almost perfect.” She sighed out, her voice edging on despair. “You two stay exactly like that, I’ll be back eventually though it may take a little time, but please do not move too much, I do not want to lose this pose.” She told us more sternly as she got up, hurrying away out the door. And despite myself I could not help but turn and watch her go, her plump ass on full view and the sight making my cock stir with renewed vigor.

“Well, with Miss Bitch out of the room maybe we should see what you are working with then,” Julia said, her words snapping me out of the fantasy the sight of Lynn’s jiggling rear had cast me into. I barely had time to look back down at her before she pulled aside the cloth hanging down in front of me, and with half my mind still dreaming about Lynn’s butt I could only look in horror as my half erect cock sprang out in front of Julia’s face. “My god, Ryan, where the fuck where you hiding this thing?” She asked, shock and perhaps a little awe clearly evident on her face. Though I was not at my full length my dick had already grown past six inches and was quite thick and that was very much more than Julia was expecting.

Though I was shocked at seeing it flop out in front of my sister’s best friend, that quickly became only the second worst thing as she reached out to wrap her hand around it. “And damn, you are not even fully hard yet,” She said, a sly smile starting to take the place of her surprise. I started to move my hand to slap hers away when she did the last thing I was guessing she would do and began to stroke me.

“Man, I bet if I get you fully hard there will be no way for you to hide this thing under that little cloth.” She told me, looking up and biting her lower lip with a devious look in her eyes. “And then what do you think will happen when the professor comes back and you have a full on boner you are poking in the face of the poor little first year student?” She asked as I began to see the outline of her plan, though putting together the pieces was complicated some as she stroked me faster with a firm grip around my cock. “She will have to end the session, and since it will have been your fault she will no doubt still give me my credit.” She said to me as I sighed out lightly in pleasure, my cock growing bigger by the second.

All the arguments I had about the craziness of her plan died before they reached my tongue as Julia lifted her other hand to begin to caress my balls. “Fuck you do have a nice cock though,” She whispered much more softly, her eyes stayed fixed on my hardening dick. “Such a shame this monster is on a dork like you,” she added, absent mindedly licking her lips as her quick stroking brought me to full stiffness in her soft hand.

And just as suddenly as she had started teasing me she withdrew, even leaning a little away. “So either you just stand there with that… giant dick of yours, or you leave and abandon this little farce of an art project. Either way, I win.” She told me, pulling her eyes away from my cock with some effort to meet my eyes with a look of smug satisfaction.

That look gave me the sense of self enough to finally react with more than just arousal to her little scheme. “What the fuck do you think you are doing Julia?” I asked her as I tried to hide my boner under the cloth hanging from my waist. I spoke in a hushed but harsh whisper, not wanting to draw attention and pull Lynn back into the room while I still had my erection. “Never mind your stupid extra credit, you could get me kicked out!” I told her, and the idea gave me enough anger that my boner thankfully started to die down.

“Fuck, don’t go soft on me now,” Julia said with displeasure, struggling with my hands to pull my dick out again. “I need you hard for the professor to think you were being a perv,” She said, gritting her teeth and looking up to me with a gleam of desperation in her eyes. “Fuck you, I did not want to have to do this,” She swore at me, leaning in as she managed to get my half hard cock out and making me freeze again by wrapping her lips around me and beginning to suck my cock.

Though her stroking my cock had been a pleasure mixed with surprise and trepidation at the situation the feeling of her wrapping her warm soft lips around my dick made all the hesitation and fear go away so that I was stunned into just receiving the incredible delight of her bobbing her head up and down, slowly making her way along my growing cock. A low moan escaped my lips as I quickly got back to fully erect, and my dick hardened more than I had thought possible as her tongue started to swirl around me.

Looking down at Julia I used that hand I had first intended to use to swat away her attempts at teasing my cock to brush over her hair as she moved up and down my length. Pulling her lips off me with an audible ‘pop’ she smirked up to me with satisfaction in her eyes. “That shut you up quick you dweeb, what is it, your first blowjob?” She asked with a laugh that might have sounded cruel if she did not immediately follow it up by starting to lick up from the base of my cock to the head. “At least you got your stupid big cock hard again,” She said before moving her tongue back to make another pass up my length. “Now just a little more of this and you should stay hard,” she wished out loud before swirling her tongue around the head of my cock and starting to fondle my balls again.

I did not want to give Julia the satisfaction of letting her know it was indeed my first blowjob, or even the first time a girl had even seen my dick at all, but I was hard pressed not to let low moans start to fill the room as are obviously skilled mouth kept me rock hard. A few minutes passed of Julia alternating sucking my cock and licking up and down it, and the more time passed the more she seemed to forget I was there and just focused on the cock in front of her. Despite my intense focus on the pleasure of her blowjob skills I could almost swear I heard her say ‘What a perfect penis’ and ‘God I could use one like this inside me,’ under her breath here and there.

“Where the fuck is the professor, she better get here before you get too worked up on cum,” Julia said with a scowl, taking a moment to just stroke me. Her hand slid up and down me easily as her spit now covered most of my cock. “But before that, it would be a shame to have this beast in front of me and not give it at least one shot of seeing if I could deepthroat it, I might never get the chance again,” She said almost entirely to herself and seemed to regard the idea for a few moments before looking up at me. “You better not get any ideas about this, like that I’m enjoying it. I’m just trying to get out of this stupid thing,” She told me as if she was trying to convince herself.

Looking back down at my cock she took a deep breath and smiled before launching down on it, taking me nearly three quarters of the way into her mouth. Passion lit up her eyes as she flicked them up to me for a moment before closing them. She started to bob back and forth slowly, each time taking me a little more. I groaned out deeply at the feeling of her nearly taking me into her throat, a low moan of pleasure louder than all of them before and I felt a strange vibration around me that made me moan out even more. ‘Did she just moan?’ I thought to myself with incredulity, but as I looked down at her I could see Julia clearly with her hand in between her legs rubbing herself.

My amazement at the idea of Julia playing with herself almost beat out at the sensation of her deepthroating me. “Holy fuck,” I whispered out as Julia bobbed back and forth little by little till she had me down to the hilt inside me her. Flicking her eyes open she looked up into mine with triumphal delight at her victory. I scarcely had time to smile back at her before I heard the distinct sounds of clapping coming from the area where Lynn’s easel was set up.

“How wonderfully done Julia, I was hoping you would be able to take that whole thing. It would make the perfect pose if you were able to hold it.” Lynn’s voice sounded out, breaking me out of the small world that had been just Julia and I ever since she had started blowing me. I had no idea when the art’s professor had returned, I was so focused on the sensations of my first sexual experience that I had totally missed her walking back through the doors and returning to her drawing spot. And for how crazy a scene she was witnessing there was little evidence of shock on her face, only interest and a mild amusement as she sat back down in her seat.

Pulling her lips off me with another loud and wet pop Julia looked dumbstruck over to the art’s professor, though she raised her hand and began to stroke me again somewhat absent mindedly. “Umm, Professor, well….” She stammered out, blinking her eyes rapidly as she tried to take stock of the situation. Clearly her plan having fallen apart so dramatically had shaken her enough to make her have to take a moment to collect her thoughts before she could respond. Despite this though as I looked down at her I saw her still with her hand under the cloth at her waist, the motion clearly giving away that she was still rubbing her pussy.

“Please, do continue Julia, you have taken on well the attitude of the fertility goddess you are dressed as.” Lynn told her with a disarmingly calm voice. “Go ahead and continue to fellate Ryan there, I certainly do want to get this drawn.” She told Julia with a wave to resume before beginning to draw. Julia though just sat with her mouth open in mute shock, her eyes darting between me, Lynn, and my cock as both her hands kept busy stroking my length and teasing her pussy. “Is there a problem Julia? We are all adults here right? And you had no problem sucking that big dick a moment ago it seems.” Lynn said with a slightly more stern voice, looking intently at Julia as she leaned forward, giving Julia and I a fantastic view of her cleavage.

“Well I… Do you mean… I should…” Julia said in short half formed thoughts, looking up and down Lynn with a growing hunger in her eyes. Taking a moment as well for the first time without any hesitation to really enjoy the view of the professor barely clothed. I moaned out softly and if I could have gotten any harder than I was now it would be amazing. “Oh fuck it,” Julia spat out in a voice more clear and considered, turing her eyes up to me. “You better appreciate this, okay?” She said to me just a moment before descending back onto my cock, sucking it like a pro with something to prove.

My only answer was to groan out in a loud voice, taking in the feeling of her expert tongue and plump lips teasing over every inch of my cock. Now that she had proven she could take me fully she made sure to let me know that was not a one off and would occasionally move her lips all the way to the base of my cock.

“God, why did a nerd like you have to have such a magnificent cock?” She asked with a smile more warm and honest than I had seen previously from her. She did not let me answer as she leaned her head down and began to suck on my balls, still stroking me as I let out deeper and rougher moans, shutting my eyes for a moment.

“Oh perfect, just beautiful,” Lynn called out, a bright smile on her face as she somehow both watched us with almost unbreaking concentration and drew at the same time. “Now, I think I have gotten this pose down just enough. Ryan, why don’t you sit down and see if our sweet Julia can ride that rod of yours?” She asked just the same way she had asked for a dozen other pose changes and that this the the most natural thing in the world to her.

“Oh god yes,” Julia quickly after sliding her lips off my cock, much to my surprise. “I have been so horny after seeing that thing and rubbing myself has only gotten me wetter.” She said as she bit her lower lip and looked up lustfully at me, already getting up and starting to untie the clothing at her waist.

“Well, umm,” I said as it was my turn to stammer and be too shocked to properly speak or even move. Despite this whole turn of events being better than some cheesy porn film I dreamed up with me as the lucky lead I still felt nervous being asked to have sex with the beautiful girl who seemed very eager to climb on my cock.

“Just sit down here you loser, you won’t have to do anything but keep that monster of yours hard.” Julia told me playfully as she took me by the hand and pulled me in front of the low couch, her insults now coming across as almost pet names after she had caked my dick in her saliva. “Cowgirl or reverse?” She asked Lynn, looking over her shoulder as the small bits of cloth hanging from her waist fell down, revealing her perfectly shaved pussy. And true to her word a small glimmer of wetness shone from her moist lips.

“Face me, Julia, if you would please.” Lynn instructed, spinning her pencil in a circle to demonstrate her turning around. “I want to have the goddess showing how it feels to be filled in my picture and so I must see your face.” She added, her other hands drifting lightly over her inner thigh as her legs spread out wide.

“Works for me,” Julia said happily as she shoved me back onto the chaise. She rubbed her pussy a little more and eyed my cock like someone starving looking at a meal. “Oh this is going to be good,” She said, licking her lips in eager anticipation. Turning around she gave me a clear view of her plump and toned rear and I could not help but reach out and grab it for a moment. “Oh, feeling a little more bold now nerdy boy?” Julia asked with a laugh, looking over her shoulder at me as she stepped up onto the chaise, her legs spread out on either side of me. “Hold me please,” She said in a softer voice as she leaned back and I quickly followed her by placing my hands on her sides. Julia reached down to grab my cock and pointed it straight at her wet pussy as my hands slid slowly up her sides till they rested just below her breasts.

My heart raced faster than I had ever felt it beat as Julia slowly lowered herself down and my breathing was a series of quick pants. She paused for a moment when the head of my cock touched her lips and she rubbed it against herself and moaned out lightly before sinking down with a high and tender sigh. I closed my eyes and groaned out, feeling her warm tight embrace surround me inch by inch till she sat in my lap with my dick fully inside her.

Julia’s moans mixed with my own as we both got used to my thick cock stretching out her tight pussy for a few moments, the few small movements of her hips as we adjusted only furthering our enjoyment. “Oh god,” I sighed out in a low voice, opening my eyes and seeing Julia looking back at me with a glint of eager passion in her eyes. “Fuck this is good,” I told her with a smile, feeling so warm with her body close to mine.

“Oh, just you wait… dork,” She whispered out to me in a voice so heavy with pleasure even the name calling felt intimate. Slowly she began to raise her hips and then slide back down my cock, each time making me gasp a little as she tightly clung to every inch of my length. “Oh fuck,” she moaned out more loudly as she face forward. Each movement felt like a new bit of heaven I got to enjoy as she established her rhythm, her hips soon falling up and down in a regular tempo.

All pretense of modesty long gone I raised one of my hands up to her chest and filled my palm with one of her breasts, squeezing her tit joyfully. “Careful now Ryan, I want to keep that top on for a little bit more,” Lynn called out in caution, and her worry not with me groping the first year in front of me and instead with the integrity of her wardrobe made me chuckle lightly. I craned my neck lightly to peak out at the professor and was only a little surprised to see one hand buried in her panties in a way that I knew she had a finger or two pumping in and out of her pussy as she watched Julia fill her own pussy riding up and down on my cock.

Squeezing her tit in my hand I marveled about being able to feel up the firm breast of the girl I had once spied upon when she had pool parties with my sister, that fact seeming weirdos she bounced up and down on my cock moaning in an increasingly passion ladened voice. “Oh, I will be careful professor,” I said with another chuckle, my fingers finding her nipple and pinching it for a moment.

“Oh!” Julia gasped out briefly before letting out a girlish giggle. “Now you are trying to play the naughty boy, eh?” She asked, her pace increasing as she rode me with increased vigor. “All it took was you filling up a tight little pussy and you finally got some balls?” She added with another giggle before leaning back more heavily against me and sighing deeply.

“Gods, you two are perfect,” Lynn sighed out lightly, a small silvery moan coming from her as even through all of the action her pencil kept moving across her page. “I have not had such wonderful subjects like you for so long,” She told us in a moan, her pencil pausing for just a moment.

“Fuck, if I knew you had a dick like this my sleepovers with your sister could have had been so much more fun,” Julia moaned out, looking back at me for a moment. “Would you have liked that? Me sneaking out in the middle of the night from her bed to crawl under your covers?” She whispered in a low voice dripping with desire. Just the thought of such a thing made my cock throb inside her and my breath caught in my throat and I felt my balls ache in need of sudden release.

“Stop, stop please, I need you in something new,” Lynn suddenly told us with urgency in her voice, though with the moans now interspersing her words it was harder to read her tone. Julia responded quickly to her words, hopping off my cock and sitting down beside me and panting out, a light sheen of sweat on her forehead. I softly swore at Lynn for stopping her as I was so close to cumming, but as I fought to catch my breath back I was more relieved that I would get the chance to keep fucking Julia in a new position. “Julia, lay on your back with your hips resting on the arm of the chaise. Ryan, I want you to put her legs up on your shoulders when you take her.” Lynn instructed, biting her lower lip as she looked over us with wanton lust hot in her eyes.

“Oh that sounds perfect,” Julia said with a grin, looking at me with a similar fiery lust burning. “I bet you can fuck me pretty hard with all these muscles of yours, nerd,” She told her with a laugh as she ran her hands slowly over my shoulders and arms, and then down my chest. “And please do not hold back, I am used to getting it rough,” She added with a wink before lowering her head to take a long lick up my shaft and then when her tongue got to my head wrapping her lips around me and taking me fully into her throat for just a second, making me groan out deeply. “Now get up, I’ve got to lay here,” She said with a laugh as she pulled off her lips from around me, giving my arm a playful swat.

Chuckling I got up, feeling more alive than I ever had as Julia started to lay down and position herself for me to fuck her. “And Julia, go ahead and take off that top, I think it’s time we got a view of those delicious breasts of yours” Lynn ordered with a voice dripping in a desire that seemed to match my own as I stood slowly stroking my cock and watching the first year student.

“That is more than fine with me,” Julia answered with a smirk, getting back up and untying the thin top from her chest and throwing it off the platform. With one quick motion she revealed her firm and perky tits, each capped by a bright pink nipple that were both quite hard. “Like what you see?” She asked me, cupping her breasts for a moment and giving me a wink before getting back onto the back. She laid down on her back with her hips raised up on the arm of the chaise, her legs spread out wide to await me as she slowly teased her pussy.

“God you are so fucking sexy,” I told her with a hungry smile, quickly moving to the end of the low couch. Reaching out for her legs and starting at her waist I took a long few moments running my hands over her smooth skin as I guided her legs up to rest on my shoulders. Reaching for her waist I pulled her hips a little closer to me before reaching down to rub the head of my cock against her lips.

“Now I believe the young miss asked for some hard fucking, Ryan,” Lynn told me, her voice punctuated by light pants and soft sighs. “Do please give it to her, I think that would make a lovely picture for me,” She asked.

I nodded to Lynn, briefly considering asking the professor to come over and join us as I watched her pump her fingers busily under her panties. I decided however not to test my luck since it had already brought me so far and looked down to Julia who looked up to me with almost a pleading face. “I need that big dick inside me again,” she urged me in a softer tone, her voice desperate for pleasure. Grinning wider I gave my answer by thrusting hard inside her, burying my cock inside her tight pussy which made her cry out in pure delight.

I moaned out as well, feeling her clench out my whole length. Pulling back and then thrusting again made my whole body feel nearly on fire with lustful enjoyment, and it only increased as I quickly began to pound into her lithe body with a powerful pace. “Oh god, oh god,” Julia cried out, her whole body shaking with each thrust of my dick deep inside her, even her perky breasts jiggling. “Oh fuck my pussy, pound that dick inside of me,” She moaned to me, her voice raising in volume and pitch.

As I increasingly forcefully thrust into her I moaned out heavily, each push of my hips making me gasp for more air. I could feel my edge soon approaching again as Julia kept a tight grip around my cock, her pussy squeezing me with each movement. “Breathe Ryan, breathe more steadily.” Lynn instructed me between her own growing gasps and moans. “I want you to keep going for a bit more, and it will help you last longer,” She helpfully told me, biting her lower lip as she somehow both drew and pleasured herself with equal focus.

I started to try and control my gasps of air, taking in slower longer breaths and trying to exhale them steadily while still not lessening the pace of my pounding. “Oh god, oh god, oh fucking god!” Julia moaned with increasing power as she reached down and started to rub her clit as her other hand clutched at one of her bouncing breasts. “You are going to make me cum, oh damn it I’m so close.” She cried out, starting to wiggle despite me holding her hips tightly in my hands. “Please don’t stop, oh fuck me,” She moaned in a high delicate voice.

Looking down at Julia as I pounded her with a steady and powerful rhythm of forceful thrusts I watched as her eyes rolled back a little and her body began to tremble. “Oh fuck, oh god, oh yes,” She cried out aloud, her body writhing in pleasure as her pussy clenched around my thrusting cock even tighter. “I’m cumming, I’m cumming, oh fuck I’m cumming,” she moaned out, nearly pulling out of my grasp as her legs wrapped around my neck and her toes curled.

She writhed in ecstasy for a few more moments before falling still and gasping out in soft breaths. I slowed my thrusts to a stop and smiled adoringly at her, amazed by the first female orgasm I had seen in real life. “Oh perfect, magnificent you both.” Lynn said with awe in her voice, stopping her drawing even to clap for a short moment. “Look how she even seems to glow from her climax, I must draw this,” She announced, quickly returning to her sketching with a new energy.

“Oh god, fuck that was amazing,” Julia whispered out, her voice barely loud enough to get to my ears. “Oh I have not ever cum like that from a cock inside me,” She said, her hands slowly moving down her back in a gentle movement, her eyes closed as her chest heaved up and down in an effort to get her breath back. “Ryan…” Julia said, her voice losing power after saying my name and such falling into a contented sigh.

I stood there for a few more moments, marveling at her in the afterglow of her orgasm as my heart still raced and my cock still throbbed lightly inside her pussy, not any less hard than it had been when I was pounding it into her. “Now, for our final bit of this masterpiece. Ryan you must crown our goddess with the powerful seed she has worked to build up in you. Julia, please get on your knees,” Lynn said to us, licking her lips.

Lynn’s request snapped Julia out of her light stupor brought on from her powerful orgasm. “Haha, oh I suppose a facial will do nicely after that,” She said with a light laugh, hopping up off the chaise onto the ground and sinking onto her knees. “Come, let me taste myself off that cock and get you ready,” She told me, ushering me to her with one finger curling back to point at herself as she pinched one of her nipples with her other hand.

I quickly moved to position myself in front of Julia and she wasted no time in resuming her teasing of my dick. Her tongue flicked out from her luscious lips and licked down from the head along my shaft to the base of my cock before repeating the journey back up to my cock’s head, swirling around it. Wrapping her lips around me she moaned against my cock which sent a shiver of pleasure up my spine. She really knew exactly how to bring me back to the very edge of pleasure in short order. “I want that cum, spilled all over my pretty face okay?” She said in a play voice more bubbly and girly than her normal tone as she looked up to me with wide pleading eyes. “I want to see how much I worked up in those big balls of yours,” She said before plunging down my length all the way once more.

This was all too much for me and finally I could have no putting off my release. Groaning out in a guttural and primal voice I tapped her shoulder and Julia quickly pulled back, recognizing what the signal meant. “Right here big guy, shoot it all over my face,” she said, opening her mouth and sticking out her tongue as she rapidly stroked my cock, aiming it directly onto her.

Reaching out to steady myself against her shoulder I growled out one more time as I came with more force than I ever had before, shooting thick streams of cum that landed in ropes across Julia’s face. One stream crossed over her right eye as another landed heavily into her mouth and onto her waiting tongue. More splattered onto her cheeks and over her forehead. With each one my cock pulsed and I grunted out another groan of deep pleasure. Soon I was drawing in ragged breaths as my cock finally started to calm and I looked down with a wide smile at the mess I had made of Julia’s face. Near every inch was at least spotted with some of my cum, and much of her was plastered with it, and already some was starting to drip down onto her chest.

“Magnificent, marvelous, oh what a show,” Lynn called out in cheer as she clapped. “Such a masterpiece to end a perfect scene,” She continued to praise, drawing with more speed than I had ever seen her do before, obviously in a rush to put the picture in front of her to paper while it lasted. “Just stay one more moment, and I shall have this down enough to capture it,” She told us.

And not too long after she did indeed put down her pencil and then rush over to us, her breasts bouncing almost uncontrollably as she ran to where we were in a way that almost stirred my cock back to alertness. “Julia my girl, you are just wonderful, simply a true goddess,” She exclaimed, kneeling down wiping the cum stuck over her right eye with one hand as she hugged the girl to her with her other arm. “And Ryan, you really rose up stiffly to the challenge of this, you really thrust yourself into the realm of true art,” She told me with a smirk that let me know her choice of words was very intentional. I grinned wide at the praise, and even more as Lynn lifted the hand with the cum taken from Julia’s face to her lips, licking my sperm off her fingers.

“Well, you both look good enough to eat right now but I have to look over those drawings and add the finer details while my creative juices are still flowing.” Lynn said with a soft sigh, standing back and up and adjusting her panties, which I now saw were completely soaked. “You two can clean up in room 20C, there is a shower in the side room on the left side” She told us to which I narrowed my eyes and then shrugged, thinking on how I had never been let into the room before and now realizing partly why.

“Wait, professor. Did I do good enough to get my extra credit?” Julia called out to her with a chuckle, making it clear it was a joke as leaned up to kiss the head of my dick before standing up. Her question made Lynn stop her walking away, shaking her hips in the most alluring manner that momentarily distracted me from the thought of sharing a shower with Julia.

“It was a great first session young miss, and I have no doubt now that you will be able to handle the others I have in mind for you in order for you to get your credit.” Lynn answered, turning around and putting her hands on her hips as she smiled with the most devious and enticing look in her eyes.

“Wait, just the first session?” Julia asked, stunned and stepping forward to start to put up a fight or throw a tantrum. She stopped though and turned back to me, looking up and down my body before a grin returned to her face as her eyes stopped at my still mostly hard dick. “Well, I suppose I might be able to work with that.” She said with a giggle, moving forward to grab my hand and rush off with me to the showers.